STATE FARM MUTUAL FUND TRUST
----------------------------
SUB-ITEM 77Q1(e)
AMENDED AND RESTATED INVESTMENT ADVISORY AND MANAGEMENT SERVICES AGREEMENT
THIS AGREEMENT is amended and restated this 29th day of April 2005 by
and between STATE FARM MUTUAL FUND TRUST, a Delaware business trust (the
"Trust"), and STATE FARM INVESTMENT MANAGEMENT CORP., a Delaware
corporation (the "Adviser").
WHEREAS, the Trust is registered as an open-end management investment
company under the Investment Company Act of 1940, as amended (the "1940
Act");
WHEREAS, the Trust issues shares of beneficial interest (the "Shares")
registered under the Securities Act of 1933, as amended (the "1933 Act")
pursuant to a registration statement initially filed with the Securities
and Exchange Commission (the "SEC") on July 21, 2000, as amended from time
to time (the "Registration Statement");
WHEREAS, the Trust has established separate series of Shares, each
corresponding to a separate investment portfolio having its own investment
objective, and may establish additional series of Shares in the future
(such existing and future series are collectively referred to herein as the
"Funds");
WHEREAS, the Adviser is an investment adviser registered under the
Investment Advisers Act of 1940, as amended (the "Advisers Act") and has
filed notification filings under all applicable state securities laws;
WHEREAS, the Trust desires to retain the Adviser to render investment
advisory services and management services to each Fund listed on Appendix
A, as amended from time to time, in the manner and on the terms and
conditions set forth below; and
WHEREAS, the Adviser is willing to provide investment advisory
services and management services to each Fund listed on Appendix A, as
amended from time to time, in the manner and on the terms and conditions
set forth below;
NOW, THEREFORE, in consideration of their mutual promises, the Trust
and the Adviser agree as follows:
ARTICLE 1
Employment of Adviser
1.1 The Trust hereby employs the Adviser to act as investment
adviser for and to manage, or arrange for the management of, the investment
and reinvestment of the assets of the Funds listed on Appendix A, and to
manage and administer, or arrange for the management and administration of,
its affairs to the extent requested by and subject to the supervision and
control of, the Board of Trustees of the Trust (the "Board") for the period
and upon the terms herein set forth.
1.2 The Adviser accepts such employment and agrees during such
period at its own expense to render the services, or to arrange for the
services to be rendered, and to assume the obligations herein set forth for
the compensation herein provided. In connection therewith, the Adviser may
retain one or more sub-advisers to render such services and to assume the
obligations set forth herein, subject to the provisions of the 1940 Act and
the Advisers Act.
1.3 The Adviser shall for all purposes be deemed to be an
independent contractor, and unless otherwise expressly provided or
authorized shall have no authority to act for or represent the Trust in any
way or otherwise be deemed an agent of the Trust. Notwithstanding the
foregoing, the Adviser shall, for the purposes of this agreement, have and
exercise full investment discretion and authority to act as agent for the
Trust in buying, selling or otherwise disposing of or managing the Trust's
investments, subject to supervision by the Board.
1.4 The services of the Adviser herein provided are not to be
deemed exclusive and the Adviser shall be free to render similar services
or other services to others so long as its services hereunder shall not be
impaired thereby.
ARTICLE 2
Duties of Adviser
2.1 Management Services. Subject to the terms of this Agreement
and the supervision and control of the Trust's Board, the Adviser shall
provide the following services with respect to the Trust:
(a) Preparation and maintenance of the Trust's Registration
Statement with the SEC;
(b) Preparation and periodic updating of the prospectus and
statement of additional information for the Funds ("Prospectus");
(c) Preparation, filing with appropriate regulatory
authorities, and dissemination of various reports for the Funds, including
but not limited to semiannual reports to shareholders under Section 30(d)
of the 1940 Act, annual and semiannual reports on Form N-SAR, and notices
pursuant to Rule 24f-2;
(d) Arrangement for all meetings of shareholders, including
the collection of all information required for preparation of proxy
statements, the preparation and filing with appropriate regulatory agencies
of such proxy statements, the supervision of solicitation of shareholders
and shareholder nominees in connection therewith, tabulation (or
supervision of the tabulation) of votes, response to all inquiries
regarding such meetings from shareholders, the public and the media, and
preparation and retention of all minutes and all other records required to
be kept in connection with such meetings;
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(e) Maintenance and retention of all Trust charter
documents and the filing of all documents required to maintain the Trust's
status as a Delaware business trust and as a registered open-end investment
company;
(f) Arrangement and preparation and dissemination of all
materials for meetings of the Board and committees thereof and preparation
and retention of all minutes and other records thereof;
(g) Preparation and filing of the Trust's Federal, state,
and local income tax returns and calculation of any tax required to be paid
in connection therewith;
(h) Calculation of all Trust and Fund expenses and
arrangement for the payment thereof;
(i) Calculation of and arrangement for payment of all
income, capital gain, and other distributions to shareholders of each Fund;
(j) Determination, after consultation with the officers of
the Trust, of the jurisdictions in which Shares shall be qualified for
sale, or may be sold pursuant to an exemption from such qualification, and
preparation and maintenance of the qualification of the Shares for sale
under the securities laws of each such jurisdiction;
(k) Provision of the services of persons who may be
appointed as officers of the Trust by the Board (it is agreed that some
person or persons may be officers of both the Trust and the Adviser, and
that the existence of any such dual interest shall not affect the validity
of this Agreement except as otherwise provided by specific provision of
applicable law);
(l) Preparation and dissemination of the Trust's and each
Fund's quarterly financial information to the Board and preparation of such
other reports relating to the business and affairs of the Trust and each
Fund as the officers and Board may from time to time reasonably request;
(m) Administration of the Trust's Code of Ethics and
required reporting to the Board and officer compliance therewith;
(n) Provision of internal legal, accounting, compliance,
audit, and risk management services and periodic reporting to the Board
with respect to such services;
(o) Negotiation, administration, and oversight of third
party services to the Trust including, but not limited to, sub-advisory,
custody, tax, disaster recovery, audit, and legal services;
(p) Negotiation and arrangement for insurance desired or
required of the Trust and administering all claims thereunder;
(q) Response to all inquiries by regulatory agencies, the
press, and the general public concerning the business and affairs of the
Trust, including the oversight of all
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periodic inspections of the operations of the Trust and its agents by
regulatory authorities andresponses to subpoenas and tax levies;
(r) Handling and resolution of any complaints registered
with the Trust by shareholders, regulatory authorities, and the general
public;
(s) Monitoring legal, tax, regulatory, and industry
developments related to the business affairs of the Trust and communicating
such developments to the officers and the Board as they may reasonably
request or as the Adviser believes appropriate;
(t) Administration of operating policies of the Trust and
recommendation to the officers and the Board of the Trust of modifications
to such policies to facilitate the protection of shareholders or market
competitiveness of the Trust and Fund and to the extent necessary to comply
with new legal or regulatory requirements;
(u) Responding to surveys conducted by third parties and
reporting of Fund performance and other portfolio information; and
(v) Filing of claims, class actions involving portfolio
securities, and handling administrative matters in connection with the
litigation or settlement of such claims.
2.2 Investment Management Services.
(a) The Adviser shall provide the Trust with such
investment research, advice and supervision as the latter may from time to
time consider necessary for the proper supervision of the assets of each
Fund. In this regard, the Adviser shall:
(i) perform research and obtain and evaluate pertinent
economic, statistical, and financial data relevant to the investment
policies of each Fund as set forth in the Registration Statement;
(ii) consult with the Board and furnish to the Board
recommendations with respect to an overall investment strategy for each
Fund for approval, modification, or rejection by the Board;
(iii) seek out and implement specific investment
opportunities, consistent with any investment strategies approved by the
Board;
(iv) take such steps as are necessary to implement any
overall investment strategies approved by the Board for each Fund,
including making and carrying out day-to-day decisions to acquire or
dispose of permissible investments, management of investments and any other
property of the Fund, and providing or obtaining such services as may be
necessary in managing, acquiring or disposing of investments;
(v) regularly report to the Board with respect to the
implementation of any approved overall investment strategy and any other
activities in connection with management of the assets of each Fund,
including furnishing, within 30 days
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after the end of each calendar quarter, a statement of all purchases and
sales during the quarter and a schedule of investments and other assets of
each Fund as of the end of the quarter;
(vi) maintain all required accounts, records,
memoranda, instructions or authorizations relating to the acquisition or
disposition of investments for each Fund and the Trust;
(vii) assist in determining each business day the
net asset value of the shares of each Fund in accordance with applicable
law;
(viii) enter into any advisory or sub-advisory
contract with another affiliated or unaffiliated entity pursuant to which
such entity will carry out some or all of the Adviser's responsibilities
(as specified in such advisory or sub-advisory contract) listed above; and
(ix) monitor the performance of any Master Fund
portfolio into which a portfolio of the Trust may invest substantially all
of its assets.
(b) The Adviser's services shall be subject always to the
control and supervision of the Board, the restrictions of the Declaration
of Trust and Bylaws of the Trust, as amended from time to time, the
provisions of the 1940 Act, the statements relating to each Fund's
investment objective or objectives, investment policies and investment
restrictions as set forth in the then-current Registration Statement, and
any applicable provisions of the Internal Revenue Code of 1986, as amended
(the "Code"). The Trust has furnished or will furnish the Adviser with
copies of the Registration Statement, Declaration of Trust, and Bylaws as
currently in effect and agrees during the continuance of this agreement to
furnish the Adviser with copies of any amendments or supplements thereto
before or at the time the amendments or supplements become effective. The
Adviser will be entitled to rely on all documents furnished by the Trust.
(c) The Adviser represents that in performing investment
advisory services for each Fund, the Adviser shall make every effort to
ensure that each Fund continuously qualifies as a Regulated Investment
Company under Subchapter M of the Code or any successor provision. Except
as instructed by the Board, the Adviser shall also make decisions for the
Trust as to the manner in which voting rights, rights to consent to
corporate action and any other rights pertaining to each Fund's portfolio
securities shall be exercised. Should the Board at any time make any
determination as to investment policy and notify the Adviser thereof, the
Adviser shall be bound by such determination for the period, if any,
specified in such notice or until similarly notified that such
determination has been revoked.
(d) In connection with the acquisition or disposition of
securities described in Section 2.2(a) (iv), the Adviser may place orders
for the purchase or sale of portfolio investments for the account of each
Fund with brokers or dealers selected by it and, to that end, the Adviser
is authorized as the agent of the Trust to give instructions to the
custodian(s) of the Trust as to deliveries of securities and payments of
cash for the account of each Fund. In connection with the selection of
brokers or dealers and the placing of purchase and sale orders with respect
to assets of the Funds, the Adviser is directed at all times to seek to
obtain the best combination of net price and execution under the
circumstances within the policy guidelines determined by the
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Board and set forth in the current Registration Statement. Subject to this
requirement and the provisions of the Advisers Act, the 1940 Act, and other
applicable provisions of law, the Adviser may select brokers or dealers
with which it or the Trust is affiliated.
(e) In addition to seeking the best combination of net price and
execution under the circumstances, the Adviser may also take into
consideration research and statistical information and wire and other
quotation services provided by brokers and dealers to the Adviser. The
Adviser is also authorized to effect individual securities transactions at
commission rates in excess of the minimum commission rates available, if
the Adviser determines in good faith that such amount of commission is
reasonable in relation to the value of the brokerage and research services
provided by such broker or dealer, viewed in terms of either that
particular transaction or Adviser's overall responsibilities with respect
to each Fund. The policies with respect to brokerage allocation,
determined from time to time by the Board are those disclosed in the
Registration Statement. The execution of such transactions shall not be
deemed to represent an unlawful act or breach of any duty created by this
agreement or otherwise. The Adviser periodically will evaluate the
statistical data, research and other investment services provided to it by
brokers and dealers. Such services may be used by the Adviser in
connection with the performance of its obligations under this agreement or
in connection with other advisory or investment operations including using
such information in managing its own accounts.
(f) Nothing in this agreement shall preclude the aggregation of
orders for sale or purchase of securities or other investments by two or
more Funds of the Trust or by the Trust and other accounts (collectively,
"Advisory Clients") managed by the Adviser, provided that the Adviser's
actions with respect to the aggregation of orders for multiple Advisory
Clients, including the Trust, are consistent with the then-current
positions in this regard taken by the Securities and Exchange Commission or
its staff through releases, "no-action" letters, or otherwise.
ARTICLE 3
Allocation of Charges and Expenses
3.1 Charges and Expenses Allocated to the Adviser. The Adviser
shall provide all executive, administrative, clerical and other personnel
necessary to operate the Trust and shall pay the salaries and other costs
of employing all of these persons. The Adviser shall also furnish the
Trust with office space, facilities, and equipment and shall pay the day to
day expenses related to the operation and maintenance of such office space,
facilities and equipment. All expenses incurred in the organization of the
Trust or of any new Funds of the Trust, including legal and accounting
expenses and certain costs of registering securities of the Trust under
federal securities law and qualifying for sale under state securities laws,
shall also be paid by the Adviser. The Adviser shall assume and pay all
expenses incurred by it in connection with managing the assets of the
Funds.
3.2 Charges and Expenses Allocated to the Trust.
(a) The Trust shall be responsible for payment of all
expenses it may incur in its operation and all of its general administrative
expenses except those expressly
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assumed by the Adviser as described in Section 3.1 above. These include
(by way of description and not of limitation), any share redemption
expenses, expenses of portfolio transactions, shareholder servicing costs,
pricing costs, interest on borrowings by the Trust, charges of the
custodians and transfer agent, if any, cost of auditing services,
non-interested Trustees' fees, all taxes and fees, investment advisory fees
(other than subadvisory fees), certain insurance premiums, cost of
maintenance of corporate existence, investor services (including allocable
personnel and telephone expenses), costs of printing and mailing updated
Trust prospectuses to shareholders and contractholders, preparing, printing
and mailing proxy statements and shareholder reports to shareholders and
contractholders, the cost of paying dividends and capital gains
distributions, costs of Trustee and shareholder meetings, dues to trade
organizations, and any extraordinary expenses, including litigation costs
in legal actions involving the Trust, or costs related to indemnification
of Trustees, officers and employees of the Trust.
(b) The Trust shall be free to retain at its expense other
persons to furnish it with any services whatsoever, including, without
limitation, statistical, factual or technical information or advice.
ARTICLE 4
Compensation of the Adviser
4.1 (a) For the services to be rendered, the facilities to be
furnished and the payments to be made by the Adviser, as provided herein,
the Trust shall pay to the Adviser for each of the Trust's fiscal quarters,
and within three business days after the end each such quarter, a fee based
upon the average daily net assets of each Fund for the quarter, as
determined pursuant to the Trust's Registration Statement and Declaration
of Trust, at the annual rates set forth below:
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Fund Rate of Fee for
Advisory and
Management
Services
------------------------ ----------------
Equity Fund 0.60% of average
daily net assets
Small Cap Equity Fund 0.80% of average
daily net assets
International Equity 0.80% of average
Fund daily net assets
S&P 500 Index Fund 0.15% of average
daily net asset
Small Cap Index Fund 0.35% of average
daily net assets
International Index Fund 0.50% of average
daily net assets
Equity and Bond Fund None
Bond Fund 0.10% of average
daily net assets
Tax Advantaged Bond 0.10% of average
Fund daily net assets
Money Market Fund 0.10% of average
daily net assets
LifePath Income Fund 0.35% of average
daily net assets
LifePath 2010 Fund 0.35% of average
daily net assets
LifePath 2020 Fund 0.35% of average
daily net assets
LifePath 2030 Fund 0.35% of average
daily net assets
LifePath 2040 Fund 0.35% of average
daily net assets
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(b) The Adviser acknowledges that it has agreed not to be
paid an investment advisory fee for performing its services for the Equity
and Bond Fund.
(c) The Adviser shall reimburse all operating expenses
incurred by the Equity and Bond Fund. The Adviser shall reimburse a Fund,
other than the Equity and Bond Fund, if, and to the extent, the total net
operating expenses of the Fund exceed the following percentages of the
average daily net assets, as determined pursuant to the Trust's
Registration Statement and Declaration of Trust. For purposes of this
expense reimbursement arrangement and so long as such Fund shall invest its
assets in a series of Master Investment Portfolio, total net operating
expenses for the S&P 500 Index Fund, Small Cap Index Fund, International
Index Fund, LifePath Income Fund, LifePath 2010 Fund, LifePath 2020 Fund,
LifePath 2030 Fund, and LifePath 2040 Fund shall include the management
fees, co-administration fees, and other operating expenses imposed upon
interestholders in the Master Investment Portfolios in which such funds
invest:
Fund Expense Reimbursement Threshold
Class A Class B Institutional
----------------------- ------- ------- -------------
Equity Fund 1.20% 1.60% 0.70%
Small Cap Equity Fund 1.40% 1.80% 0.90%
International Equity Fund 1.50% 1.90% 1.00%
S&P 500 Index Fund 0.80% 1.20% 0.30%
Small Cap Index Fund 0.95% 1.35% 0.45%
International Index Fund 1.15% 1.55% 0.65%
Equity and Bond Fund None None None
Bond Fund 0.70% 1.10% 0.20%
Tax Advantaged Bond Fund 0.70% 1.10% 0.20%
Money Market Fund 0.60% 1.00% 0.20%
LifePath Income Fund 1.30% 1.70% 0.80%
LifePath 2010 Fund 1.30% 1.70% 0.80%
LifePath 2020 Fund 1.30% 1.70% 0.80%
LifePath 2030 Fund 1.30% 1.70% 0.80%
LifePath 2040 Fund 1.30% 1.70% 0.80%
This reimbursement arrangement is voluntary and may be
eliminated by the Adviser at any time.
4.2 For the quarter and year in which this agreement becomes
effective or terminates there shall be an appropriate proration on the
basis of the number of days that the agreement is in effect during the
quarter and year respectively.
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4.3 If, pursuant to the Trust's Registration Statement and
Declaration of Trust, the net asset value is not required to be determined
on any particular business day, then for the purpose of the foregoing
computations, the net asset value of a share as last determined shall be
deemed to be the net asset value of a share as of the close of business on
that day.
4.4 In connection with purchases or sales of portfolio
securities for the account of the Trust, neither the Adviser nor any
officer, director, shareholder or other affiliate of the Adviser nor any
officer, trustee, shareholder or other affiliate of the Trust shall: (i)
act as agent and accept any compensation other than its compensation
provided for in this agreement, except in the course of such person's
business as an underwriter or broker; or (ii) act as broker and accept any
commission, fee, or other remuneration in excess of the limits prescribed
in the 1940 Act and the rules promulgated thereunder.
4.5 The Adviser agrees that in all matters relating to the
management of the investment of the assets of the Trust, it will act in
conformity with the Registration Statement, Declaration of Trust, and
Bylaws of the Trust then in effect.
ARTICLE 5
Limitations of Liability
5.1 Limitation of Liability of Adviser. The Adviser shall give
the Trust the benefit of the Adviser's best judgment and efforts in
rendering services under this agreement; provided, that the Adviser shall
not be liable for any error of judgment or import of law, or for any loss
suffered by the Trust in connection with the matters to which this
agreement relates, except loss resulting from: (i) willful misfeasance,
bad faith or gross negligence on the part of the Adviser in the performance
of its obligations and duties under this agreement; (ii) its reckless
disregard of its obligations and duties under this agreement; or (iii) a
breach of Section 2.2(c) of this agreement.
5.2 Limitation of Liability of Trust. The Adviser acknowledges
that it has received notice of and accepts the limitations on the Trust's
liability as set forth in the Trust's Declaration of Trust, as amended from
time to time. In accordance therewith, the Adviser agrees that the Trust's
obligations hereunder shall be limited to the assets of the Funds, and with
respect to each Fund shall be limited to the assets of such Fund, and no
party shall seek satisfaction of any such obligation from any shareholder
of the Trust, nor from any trustee, officer, employee or agent of the
Trust.
ARTICLE 6
Books and Records
6.1 The Adviser hereby undertakes and agrees to maintain, in the
form and for the period required, all records relating to the Trust's
investments that are required to be maintained by the Trust pursuant to
applicable law.
6.2 The Adviser agrees that all books and records which it
maintains for the Trust are the property of the Trust and further agrees to
surrender promptly to the Trust any such books, records or information upon
the Trust's request. All such books and records shall be made available,
within five business days of a written request, to the Trust's accountants
or
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auditors during regular business hours at the Adviser's offices. The Trust
or its authorized representative shall have the right to copy any records
in the possession of the Adviser which pertain to the Trust. Such books,
records, information or reports shall be made available to properly
authorized government representatives consistent with state and federal law
and/or regulations. In the event of the termination of this agreement, all
such books, records or other information shall be returned to the Trust
free from any claim or assertion of rights by the Adviser.
6.3 The Adviser further agrees that it will not disclose or use
any records or information obtained pursuant to this agreement in any
manner whatsoever except as authorized in this agreement and that it will
keep confidential any information obtained pursuant to this agreement and
disclose such information only if the Trust has authorized such disclosure,
or if such disclosure is required by federal or state regulatory
authorities.
ARTICLE 7
Duration and Termination of this Agreement
7.1 Effective Date and Term. As to each Fund, this agreement
shall not become effective unless and until the later of the time at which
it is approved by the Trust's Board, including a majority of trustees who
are not parties to this agreement or interested persons of any such party
to this agreement, or the time at which it is approved by a majority of
such Fund's outstanding voting securities as required by the 1940 Act.
This agreement shall come into full force and effect on the later of such
two dates, provided that it shall not become effective as to any
subsequently created Fund until it has been approved by the Board
specifically for such Fund. As to each Fund, the agreement shall continue
in effect for two years and shall thereafter continue in effect from year
to year so long as such continuance is specifically approved for each Fund
at least annually by: (i) the Board, or by the vote of a majority of the
Fund's outstanding voting securities; and (ii) a majority of those trustees
who are not parties to this agreement or interested persons of any such
party cast in person at a meeting called for the purpose of voting on such
approval.
7.2 Termination.
(a) As to each Fund, this agreement may be terminated at
any time, without penalty, by vote of the Board or by vote of the holders
of a majority of such Fund's outstanding voting securities, or by the
Adviser, on sixty (60) days' written notice to the other party.
(b) This agreement may be terminated at any time without
the payment of any penalty by vote of the Board in the event that it shall
have been established by a court of competent jurisdiction that the Adviser
or any officer or director of the Adviser has taken any action which
results in a breach of the covenants of the Adviser set forth herein.
(c) This agreement shall automatically terminate in the
event of its assignment.
(d) The Trust agrees that upon the termination of this
agreement at any time or for any reason it shall, when so requested by
State Farm Mutual Automobile Insurance
11
Company or the Adviser, eliminate all reference to the name "State Farm"
from its corporate name and thereafter refrain from using the name "State
Farm" in connection with its business or activities in any form or
combination whatsoever.
ARTICLE 8
Amendments to this Agreement
8.1 This agreement may be amended as to each Fund by the parties
only if such amendment is specifically approved by: (i) the vote of a
majority of such Fund's outstanding voting securities; and (ii) a majority
of those trustees who are not parties to this agreement or interested
persons of any such party cast in person at a meeting called for the
purpose of voting on such approval.
ARTICLE 9
Notices
9.1 Any notice shall be sufficiently given when sent by
registered or certified mail to the other party at the address of such
party set forth below or at such other address as such party may from time
to time specify in writing to the other party.
If to the Trust:
State Farm Mutual Fund Trust
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
If to the Adviser:
State Farm Investment Management Corp.
▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
ARTICLE 10
Miscellaneous Provisions
10.1 Other Relationships. It is understood that the officers,
directors, agents, shareholders and other affiliates of the Trust are or
may be interested in the Adviser as officers, directors, agents,
shareholders, affiliates or otherwise, and that the officers, directors,
shareholders, agents and other affiliates of the Adviser may be interested
in the Trust otherwise than as a shareholder.
10.2 Definitions of Certain Terms. The terms "assignment",
"affiliated person" and "interested person", when used in this agreement,
shall have the respective meanings specified in the 1940 Act. The term
"majority of the outstanding voting securities" means the lesser of: (a)
67% or more of the votes attributable to Shares of a Fund or the Trust, as
appropriate, present at a meeting if the holders of more than 50% of such
votes are present or
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represented by proxy; or (b) more than 50% of the votes attributable to
Shares of a Fund or the Trust, as appropriate.
10.3 Applicable Law.
(a) This agreement shall be construed and the provisions
hereof interpreted under and in accordance with the laws of Delaware
without regard to conflicts of law principles or precedents.
(b) This agreement shall be subject to the provisions of
the 1933, 1934 and 1940 Acts, and the rules and regulations and rulings
thereunder, including such exemptions from those statutes, rules and
regulations as the SEC may grant and the terms hereof shall be interpreted
and construed in accordance therewith.
10.4 Severability. If any provision of this agreement shall be
held or made invalid by a court decision, statute, rule or otherwise, the
remainder of this agreement shall not be affected thereby.
10.5 Captions. The captions in this agreement are included for
convenience of reference only and in no way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
10.6 Counterparts. This agreement may be executed simultaneously
in multiple counterparts, each of which taken together shall constitute one
and the same instrument.
10.7 Cooperation with Authorities. Each party hereto shall
cooperate with the other party and all appropriate governmental authorities
(including without limitation the SEC) and shall permit such authorities
reasonable access to its books and records in connection with any
investigation or inquiry relating to this agreement or the transactions
contemplated hereby.
10.8 Cumulative Rights. The rights, remedies and obligations
contained in this agreement are cumulative and are in addition to any and
all rights, remedies and obligations, at law or in equity, which the
parties hereto are entitled to under state and federal laws.
10.9 Privacy. The Adviser shall not disclose or use nonpublic
personal information (as defined in Rule 3(t) of Regulation S-P), except as
necessary to carry out the purposes for which the Trust disclosed such
information to the Adviser, including information that is used in
accordance with Rules 14 and 15 of Regulation S-P in the ordinary course of
business to carry out those purposes.
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IN WITNESS WHEREOF, the parties hereto have caused this agreement
to be executed in their names and on their behalf by their duly authorized
officers all on the day and year first above written.
STATE FARM INVESTMENT
MANAGEMENT CORP.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇, ▇▇.
Title: President
STATE FARM MUTUAL FUND TRUST
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: Senior Vice President and Treasurer
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APPENDIX A
State Farm Equity Fund
State Farm Small Cap Equity Fund
State Farm International Equity Fund
State Farm S&P 500 Index Fund
State Farm Small Cap Index Fund
State Farm International Index Fund
State Farm Equity and Bond Fund
State Farm Bond Fund
State Farm Tax Advantaged Bond Fund
State Farm Money Market Fund
State Farm LifePath Income Fund
State Farm LifePath 2010 Fund
State Farm LifePath 2020 Fund
State Farm LifePath 2030 Fund
State Farm LifePath 2040 Fund
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